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Agreemknx 


OF   HOLDERS   OF 


COLLATERAL  NOTES 


OF 


Union    i  acific    Ixailway    Company. 


Dated  February  15,  1897. 


J.  P.  MORGAN  &  CO. 
Depositaries. 


C.  G.  Burgoyne,  Walker  and  Centre  Streets,  N.  Y.— «1&97. 


o        »     o         »> 


Agreement 

OF   HOIyDERS   OF  -'         ' '\    '         '    ■" 

Collateral  Notes 

Off 

UNION  PACIFIC  RAII/WAY  COMPANY. 


^QXttmtXXt^  made  this  fifteenth  day  of  Feb- 
urarj,  1897,  between  such  holders  of  hereinafter  de- 
scribed Collateral  Trust  Notes  of  the  Union  Pacific 
Kailway  Company  as  shall  deposit  their  Collateral  Notes 
under  this  Agreement  in  the  manner  hereinafter  provided, 
parties  of  the  first  part ;  the  firm  of  J.  P.  Morgan  &  Co., 
of  the  City  and  State  of  New  York  (hereinafter  called 
the  "  Depositaries  "),  parties  of  the  second  part ;  and 
Louis  Fitzgerald,  Jacob  H.  Schiff,  T.  Jefferson 
CooLiDGE,  Jr.,  Chauncey  M.  Depew,  Marvin  Hughitt 
and  Oliver  Ames,  as  a  Committee  under  the  Plan 
and  Agreement,  hereinafter  mentioned,  for  the  reorgan- 
ization of  the  Union  Pacific  Kailway  Company  (here- 
inafter called  the  "  Eeorganization  Committee  "),  party 
of  the  third  part. 

Whereas,  the  Union  Pacific  Eailway  Company  issued 
its  Six  Per  Cent.  Collateral  Trust  Notes  (hereinafter  called 
"  Collateral  Notes  "),  under  and  pursuant  to  a  certain  Indent- 
ure  of   Trust,   dated   September   4,    1891,    (hereinafter   called 


M114724 


UfpS 


*'  Collateral  Trust  Indenture  "),  executed  by  said  Union  Pacific 
Railway  Company  to  the  firm  of  Drexel,  Morgan  &  Co.  (now 
J.  P.  Morgan  &  Co.),  of  the  City  and  State  of  New  York,  as 
Trustees,  and  there  are  now  outstanding  and  unpaid  $8,488,000 
•of  ^iyc}i;(;'p|l»teral  Notes,  the  remainder  of  the  Collateral  Notes 
issued*  un*d^  said  Collateral  Trust  Indenture  having  been  pur- 
;  V^al^sep  •  piinSHant  to  such  Indenture  and  canceled  ;   and, 

•-••••    •  r  ..r  .*•  •.•,•* 

Whereas,  the  said  Collateral  Notes  matured  on  the  first 
day  of  August,  1894,  but  said  Union  Pacific  Railway  Company 
made  default  in  the  payment  thereof,  and  is  wholly  insolvent, 
and  receivers  of  its  property  have  been  appointed  ;  and 

Whereas,  holders  of  said  Collateral  Notes  have  called 
upon  the  Trustees  under  said  Collateral  Trust  Indenture 
to  enforce  the  security  thereof  for  the  benefit  of  the  holders 
of  the  Collateral  Notes  thereby  secured,  on  account  of  such 
default  ^in  the  payment  of  such  Collateral  Notes  at  maturity  ; 
and 

Whereas,  it  is  in  the  interest  of  the  trust  estate  under  said 
Collateral  Trust  Indenture,  and  also  of  the  holders  of  all  such 
Collateral  Notes,  that  the  holders  of  such  notes  should  unite 
for  the  purpose  of  bidding  at  any  public  sale  of  such  collaterals 
in  order  to  prevent  the  sacrifice  of  such  collaterals  by  a  sale 
thereof  without  a  prior  arrangement  necessary  and  sufficient  to 
procure  an  adequate  price  therefor ;  and 

Whereas,  the  parties  of  the  second  part  are  a  Committee 
under  a  certain  plan  and  agreement  dated  October  15,  1895, 
made  and  accepted  by  the  Committee  and  by  creditors  and 
stockholders  of  the  Union  Pacific  Railway  Company,  for 
the  reorganization  of  the  Union  Pacific  Railway  Company, 
and  sucb  Committee  desires  to  prevent  the  collaterals  under 
said  Collateral  Trust  Indenture  from  being  sold  at  a  sacrifice  and 
without   adequate  reduction  of  the  debts  of  the  Union  Pacific 


Railway  Company,  and,  so  far  as  practicable  and  consistent 
with  the  duty  and  the  powers  of  the  Trustees,  to  secure,  for 
the  benefit  of  the  Company  to  be  organized  under  such  plan, 
the  privilege  of  acquiring  on  the  terms  herein  set  forth,  at 
an}^  time  prior  to  February  1st,  1902,  such  of  said  collaterals 
as  shall  be  purchased  under  this  Agreement  by  use  of  the 
deposited  Collateral  Notes  and  as  shall  not  have  been  sold  by 
the  Depositaries  hereunder  ;  and 

Whereas,  the  parties  hereto  anticipate  that,  if  sold  at 
public  auction  as  provided  in  said  Collateral  Trust  Indenture, 
such  collaterals  may  not  realize  a  sum  sufficient  to  pay  ofif  the 
whole  amount  of  said  Collateral  Notes  now  outstanding ;  and 
it  is  intended  by  this  Agreement  to  authorize  the  Depositaries, 
at  any  auction  sale  of  such  collaterals,  to  bid  such  sums  as  will 
prevent  a  sacrifice  thereof,  and  in  case  of  the  purchase  by  them 
of  such  collaterals,  in  their  discretion  to  consent  to  the  entire 
satisfaction  of  all  such  deposited  Collateral  Notes ;  and 

Whereas,  it  is  also  the  purpose  of  this  Agreement  to  au- 
thorize the  Depositaries  to  administer  during  the  period  of  five 
years  any  collaterals  purchased  by  them  hereunder  with  the 
view  of  realizing  sums  in  cash  sufficient  to  pay,  as  hereinafter 
more  particularly  set  forth,  to  the  holders  of  Certificates  of 
Interest  and  warrants  issued  hereunder  the  equivalent  of 
interest  at  the  rate  of  six  per  cent,  per  annum  from  February 
1,  1897,  and  also  the  principal  sums  of  such  Certificates; 
and  it  is  intended  that  in  case  the  collaterals  purchased  by 
the  Depositaries  when  administered  and  sold  hereunder, 
shall  not  realize,  sums  in  cash  sufficient  to  pay  interest  on 
said  Certificates  and  the  principal  sums  thereof  as  afore- 
said, then  and  in  that  event  such  loss  must  be  borne  by 
the  holders  of  such  Certificates  and  warrants,  but  if  after  pay- 
ing to  the  holders  of  the  Certificates  and  warrants  the  full 
amount  of  such  interest  and  principal  a  surplus   shall  remain, 


then  that  such  surplus  shall  be  turned  over  to  the  Reorganiza- 
tion Committee  or  to  the  new  company  to  be  formed  by  it,  in 
consideration  of  the  delivery  to  the  Certificate  Holders  of 
Preferred  Stock  of  the  new  company  to  the  amount  and  in  the 
manner  in  this  Agreement  set  forth  : 

Now,  therefore,  it  is  mutually  agreed  by  and  be- 
tween the  respective  parties  hereto  as  follows  : 

L  This  Agreement  shall  be  signed  by  the  Depositaries 
and  by  the  Chairman  and  Secretary  of  the  Reorganization  Com- 
mittee on  its  behalf,  and  shall  be  lodged  with  the  Depositaries 
for  account  of  all  the  parties. 

Holders  of  Collateral  Notes  may  obtain  the  benefit  of  this 
Agreement  only  by  delivering  their  Collateral  Notes  to  the  De- 
positaries on  or  before  such  date  as  the  Depositaries  shall  fix, 
and  by  accepting  in  exchange  therefor  Certificates  of  Interest, 
or  temporary  receipts  convertible  into  such  certificates,  to  be 
issued  by  the  Depositaries  hereunder.  All  Collateral  Notes, 
at  the  time  of  deposit,  must  be  in  such  form  as  to  be  trans- 
ferable by  delivery  merely  ;  and  by  such  deposit  each  depositor 
sells,  assigns  and  transfers  the  Collateral  Notes  deposited  by 
him  to  the  Depositaries  and  their  successors  as  joint  tenants, 
and  not  as  tenants  in  common,  and  agrees  that  the  Depositaries 
shall  be  vested  with  all  the  rights  and  powers  of  owners  thereof. 

The  Depositaries  shall  have  power,  in  their  discretion,  to 
fix  or  limit  the  period  within  which  holders  of  Collateral  Notes 
ma}^  deposit  their  notes  and  obtain  the  benefit  of  this  Agree- 
ment. 

Holders  of  Collateral  Notes  who  shall  fail  to  deposit  such 
Collateral  Notes  on  or  before  such  date  as  the  Depositaries 
shall  fix  will  not  be  entitled  to  deposit  the  same  or  to  become 
parties  to  this  Agreement,  or  to  share  in  the  benefits  thereof, 
and  shall  acquire  no  rights  hereunder  ;  but,  in  their  discretion, 
either  generally  or  in  special  instf^nces,  and  on  such  terms  and 


conditions  as  they  may  deem  proper,  the  Depositaries  may  ex- 
tend or  renew  the  time  for  receiving  deposits,  or  may  receive 
any  deposit  at  a  later  date,  or  waive  any  default. 

II.  The  Depositaries  may  issue  under  this  Agreement 
8,488  Certificates  of  Interest  (hereinafter  called  "  Certifi- 
cates ")  numbered  from  1  to  8,488  consecutively,  each  in  the 
sum    of   $1,000,  and  to  be  substantially  of  the  following  tenor : 

iform  of  certificate  op  interest.] 

Certificate  op  Interest 

IN  the  sum  of 

$1,000. 

No 

Under  an  Agreement  dated  February  15th,  1897,  between  certain  depositors 
of  Collateral  Notes  of  the  Union  Pacific  Railway  Company  of  the  first  part ; 
the  undersigned,  J.  P.  Morgan  &  Co.,  as  Depositaries,  of  the  second  part ; 
and  Louis  Fitzgerald  and  others,  as  a  Committee  under  a  certain  Plan  and 
Agreement  for  the  Reorganization  of  the  Union  Pacific  Railway  Company, 
of  the  third  part. 

Issued  in  respect  of 
UNION  PACIFIC  RAILWAY  COMPANY 

Six  Per   Cent.  Gold   Collateral  Trust  Note 
FOR  $1,000. 

This  Certificate  of  Interest  and  the  warrants  hereto  attached 
are  issued  under,  and  subject  to,  all  the  terms,  conditions  and 
provisions  of  the  Agreement  above  mentioned  in  respect  of  a 
Union  Pacific  Railway  Company  Six  Per  Cent.  Collateral  Trust 
Note  for  One  Thousand  Dollars,  and  entitle  the  bearer  to 
share  in  the  rights  and  benefits  specified  in  said  Agreement. 
The  respective  warrants  attached  to  this  Certificate,  repre- 
sent in  the  order  of  their  numVjers,  the  corresponding  semi- 
annual installments  for  interest  at  the  rate  of  six  per  cent, 
per  annum,  which  may  become  payable  under  said  Agree- 
ment upon  the  principal  sum  of  $1,000,  or  the  portion  thereof 
:jhen  remaining  unpaid  in  respect  of  this  Certificate  ;   and  such 


6 

installments,  if  and  wlien  notice  of  payment  shall  be  announced 
as  provided  in  said  Agreement,  will  be  payable  upon  presenta- 
tion and  surrender  of  the  respective  warrants  representing  such 
installments  and  not  otherwise. 

This  Certi^cate  is  one  of  a  series  of  Certificates  all  of  like 
tenor  and  effect  numbered  from  1  to  8,488,  both  inclusive,  issued 
and  to  be  issued  in  respect  of  Union  Pacific  Railway  Company 
Six  Per  Cent.  Gold  Collateral  Trust  Notes  for  the  aggregate 
principal  sum  of  $8,488,000  outstanding  under  the  Indenture 
of  Trust,  dated  September  4,  1891,  executed  by  the  Union 
Pacific  Railway  Company  to  Drexel,  Morgan  &  Co.  as  Trustees, 
such  Certificates  being  issued  either  against  deposits  of  such 
Collateral  Notes  or  against  payments  of  cash  as  provided  in 
such  Agreement  above  mentioned,  dated  February  15th,  1897. 

This  Certificate  and  all  interests  thereby  represented  sball 
pass  by  delivery  unless  registered  in  the  owner's  name  on  the 
Looks  of  the  Depositaries  at  their  office  in  the  City  of  New 
York,  such  registration  being  noted  by  them  on  this  Cer- 
tificate ;  after  which  no  transfer  shall  be  valid  unless  made  on  the 
books  of  the  Depositaries  by  the  registered  owner  in  person  or 
hj  attorney  and  similarly  noted  on  this  Certificate  ;  but  the  same 
may  be  discharged  from  registry  by  being  transferred  to  bearer, 
after  which  transferability  by  delivery  shall  be  restored,  and  it 
may  again  from  time  to  time  be  registered  or  transferred  to 
bearer  as  before.  Such  registration  shall  not  affect  the  negoti- 
ability of  the  warrants  issued  herewith  by  delivery  merely. 

To  guard  against  any  excessive  issue  of  such  Certificates  of 
Interest  no  such  Certificate  shall  be  valid  unless  authenticated 
by  the  United  States  Trust  Company  of  New  York  by  exe- 
cuting the  endorsement  hereon. 

Dated  New  York,  February  15th,  1897. 


Depositaries. 

No  such  Certificate  shall  be  valid  until  the  United  States 
Trust  Company  of  New  York  shall  have  executed  an  endorse- 
ment thereon  substantially  of  the  following  tenor,  viz.  : 


[form  of  endorsement.] 

This  Certificate  is  one  of  a  series  of  Certificates  of  Interest 
described  in  the  within  mentioned  Note    Holder's   Agreement. 
United  States  Trust  Company  of  New  York, 

By 


Said  United  States  Trust  Company  of  New  York,  from  time 
to  time,  upon  request  of  the  Depositaries,  shall  certify  and 
shall  re-deliver  to  the  Depositaries  such  Certificates  to  an 
amount  in  the  aggregate  not  exceeding  8,488  of  such  Cer- 
tificates. 

To  eacli  of  such  Certificates  there  shall  be  attached 
ten  warrants  numbered  consecutively  from  1  to  10,  both 
inclusive,  representing  in  the  order  of  their  numbers  ten  con- 
secutive semi-annual  installments  which  may  become  payable, 
as  hereinafter  provided  in  respect  of  such  Certificate,  each  of 
which  warrants  shall  be  substantially  of  the  following  tenor : 

(form  of  warrant.) 

(Issued  under  Note  Holder's  Agreement  dated  February  15th,  1897, 
in  respect  of  Union  Pacific  Railway  Company  Six  Per  Cent.  Collateral 
Trust  Note  for  $1,000.) 

Warrant  No.  ,  payable  to  Bearer,  for  the  semi-annual 

interest  on  unpaid  principal  represented  by  Certificate  No. 

III.  In  exchange  for  each  Collateral  Note  in  the  principal 
sum  of  $1,000  delivered  and  assigned  to  the  Depositaries  here- 
under, as  provided  in  Article  I.  hereof,  the  Depositaries  will 
issue  and  deliver  one  of  such  Certificates  in  the  sum  of 
$1,000. 

All  or  any  of  the  remainder  of  the  authorized  issue  of  such 
Certificates,  being  an  amount  thereof  equal  to  the  amount  of 
the  Collateral  Notes  which,  shall  not  be  deposited  hereunder, 
may  be  issued,  sold  and  delivered  by  the  Depositaries,  from 
time  to  time,  upon  receiving  therefor  sums  in  cash,  or  pro- 
vision satisfactory  to  the  Depositaries  for  the  payment  of 
sums  in  cash,  equal  to  the  aggregate  of  all  sums  which,  after 
the  date  of  this  Agreement,  shall  be  payable  to  the  holders  of 
a  like  amount  of  undeposited  Collateral  Notes  out  of  the 
collaterals  under  said  Collateral  Trust  Indenture. 


8 

A  contract  bearing  even  date  herewith  has  been  made  be- 
tween the  Depositaries,  the  Reorganization  Committee  and  a 
certain  Syndicate,  which  contract,  among  other  things, 
stipulates  that  such  Syndicate  shall  provide  the  sums  in  cash 
payable  to  the  holders  of  undeposited  Collateral  Notes,  and  in 
consideration  thereof  shall  receive  Certificates  to  be  issued 
as  aforesaid  in  respect  thereof.  Such  contract  is  hereby 
adopted  and  made  a  part  of  this  Agreement. 

All  Certificates  hereunder,  whether  issued  in  exchange 
for  Collateral  Notes  or  in  consideration  of  cash  pay- 
ments as  aforesaid,  shall  entitle  the  holders  to  equal  and  pro- 
portionate benefits  and  rights  hereunder  without  preference, 
priority,  or  distinction  for  any  cause,  of  any  Certificate  over 
any  other  Certificate,  so  that  each  and  every  Certificate 
issued  and  to  be  issued  as  aforesaid,  shall  have  the  same 
rights,  benefits  and  advantages  under  this  Agreement  as  if  all 
had  been  made,  executed  and  delivered  simultaneously  with 
the  execution  of  this  Agreement  and  for  a  common  considera- 
tion. Until  snch  Certificates  shall  have  been  engraved  and 
shall  be  ready  for  distribution,  temporary  receipts  may  be  issued 
in  lieu  of  such  Certificates,  and  such  temporary  receipts  will  be 
exchangeable  for  such  engraved  Certificates  when  ready  for  dis- 
tribution. The  holders  of  such  Certificates  and  of  such  tem- 
porary receipts  will  be  entitled  (subject  to  any  provisions 
therein  contained)  to  the  rights  and  benefits,  and  only  to  the 
rights  and  benefits,  in  this  Agreement  specified. 

Such  Certificates  shall  be  transferable  by  delivery 
merely,  unless  registered  in  the  owner's  name  on  the  books 
of  the  Depositaries  at  their  office  in  the  City  of  New  York,  in 
the  manner  and  with  the  effect  set  forth  in  such  Certificates  ; 
and  after  such  registration  of  any  Certificate  the  person  in 
whose  name  such  Certificate  shall  be  registered  shall  for  all 
the  purposes  of  this  agreement  be  deemed  the  owner  of  the 
Certificate,  and  all  rights  in  respect  thereof  shall  accrue  to 
such  registered    holder,  excepting  that   registration    shall  not 


9 

restrain  the  negotiability  of  the  warrants  issued  with  such  Cer- 
tificate. 

The  Reorganization  Committee  and  the  Depositaries  may- 
treat  the  bearer  of  each  Certificate  which  shall  not  at  the  time 
be  registered  as  aforesaid,  and  the  bearer  of  any  warrant 
issued  with  any  Certificate,  whether  such  Certificate  shall  be 
registered  or  not,  as  the  absolute  owner  of  such  Certificate  or 
warrant,  as  the  case  may  be,  and  shall  not  be  affected  by  any 
notice  to  the  contrary. 

IV.  The  Depositaries  are  hereby  authorized  and  requested 
as  holders  of  such  deposited  Collateral  Notes  to  receive  and 
to  collect  the  principal  and  interest  of  such  Collateral  Notes 
and  to  enforce  the  same  and  all  rights  under  said  Collateral 
Trust  Indenture  ;  in  their  discretion  to  apply  to  some  court 
of  competent  jurisdiction  for  its  aid  and  direction  in  foreclos- 
ing the  equity  of  redemption  under  said  Collateral  Trust  In- 
denture, and  as  decided  and  permitted  by  such^Court,  or  pur- 
suant to  any  other  power,  to  cause  to  be  sold  the  underlying 
bonds,  stocks  and  other  securities  held  under  said  Collateral  Trust 
Indenture  ;  and  at  any  sale  or  sales  to  bid  for,  or  to  purchase, 
any  of  such  bonds,  stocks  and  other  securities,  at  such  prices 
as  the  Depositaries  may  deem  reasonable.  At  any  such 
sale  under  said  Collateral  Trust  Indenture  the  Depositaries 
shall  bid  for  such  bonds,  stocks  or  other  securities  such 
prices,  higher  than  the  Depositaries  shall  otherwise  be  willing 
to  pay,  as  may  be  fixed  by  the  Reorganization  Committee, 
provided  that  it  shall  furnish  the  Depositaries  with  any  sums 
required  to  be  paid  in  cash  (in  addition  to  such  sums  as  shall 
be  provided  by  said  Syndicate)  for  such  bonds,  stocks  or  other 
securities  purchased  pursuant  to  such  action  of  the  Reorgani- 
zation Committee ;  and  otherwise  the  Depositaries  shall  be 
free  to  refrain  from  bidding  at  any  such  sale  if  they  shall  so 
deem  best.  The  Depositaries  may  cause  any  such  purchase 
to  be  made  in  their  own  name,  or  by,  or  in  the  name  of,  others. 


10 

and  they  may  use  and  apply  any  of  the  deposited  Collateral 
Notes  on  account  of  any  bid  made  by  them,  and  in  satisfying, 
so  far  as  may  be,  the  purchase  price  of  any  bonds,  stocks  or 
other  securities  purchased ;  and  in  case  of  purchase  by  them 
of  all  such  bonds,  stocks  and  other  securities  the  Depositaries, 
in  their  discretion,  may  consent  to  the  entire  satisfaction  of  the 
deposited  Collateral  Notes. 

y.  All  bonds,  shares  of  stock,  or  other  securities  so  pur- 
chased by  the  Depositaries,  and  all  other  bonds,  shares  of 
stock  or  other  securities  and  all  cash  in  any  manner  acquired  by 
the  Depositaries  hereunder  (except  the  preferred  stock  deliv- 
erable to  holders  of  Certificates  pursuant  to  Article  VIII.  of 
this  agreement),  shall  be  held,  used  and  disposed  of  by  the 
Depositaries  as  hereinafter  provided,  and  all,  taken  collectively, 
are  herein  termed  the  "  trust  estate." 

All  or  any  such  bonds,  shares  of  stock,  or  other  securi- 
ties, at  any  time  comprised  in  the  trust  estate,  may 
be  sold  by  the  Depositaries,  at  any  time  or  times,  at 
such  prices  and  on  such  terms,  as  the  Depositaries  in 
their  discretion  may  deem  proper,  and  any  such  sale  may  be 
made  at  any  stock  exchange,  or  at  private  or  public  sale,  either 
by  the  Depositaries  or  by  any  agent  or  broker  selected  by  them  ; 
but  before  making  any  sale  of  any  shares  of  stock,  prior  to 
February  1,  1902,  the  Depositaries  shall  give  to  the  Keorgan-. 
ization  Committee,  (or  to  any  new  company  which,  pur- 
suant to  Article  X.  hereof,  may  have  been  substituted  for  the 
Committee  hereunder,)  notice  of  the  intention  to  make  such 
sale,  and  whether  it  be  intended  to  make  such  sale  at  the  New 
York  Stock  Exchange,  or  at  public  auction,  or  at  private  sale, 
and  of  any  offer  made  to  the  Depositaries  for  the  purchase  of 
such  stock  at  private  sale.  In  any  such  case  of  an  intended 
sale  of  any  such  stock  at  private  sale  the  Keorganization 
Committee  shall  have  the  preferential  right  to  purchase 
such  stock  (all    or    none)    on    such    terms    as    the    Deposi- 


11 

taries  may  then  be  willing  to  accept,  provided  that  within 
three  days  after  such  notice  of  such  intention  to  sell 
at  private  sale  shall  have  been  given,  the  Keorganization  Com- 
mittee shall  agree  to  purchase  the  same  on  such  terms,  and 
within  five  days  thereafter  shall  pay  therefor.  Any 
such  notice  shall  be  sufficient  if  addressed  in  writing  to  the 
Reorganization  Committee,  or  to  such  new  company,  and 
three  days  before  the  time  of  the  proposed  sale  delivered  to 
The  Mercantile  Trust  Company,  or  to  any  address  of  such 
new  company  in  the  City  of  New  York  which  shall 
have  been  designated  by  it  to  the  Depositaries  in  writing. 
The  Depositaries,  however,  shall  not  be  required  to  give  any 
such  notice  in  case  the  Reorganization  Committee  shall  have 
determined  to  proceed  no  further  under  such  Plan  and  Agree- 
ment or  under  some  modification  thereof,  or  in  case  said  Com- 
mittee or  such  new  company  shall  have  made  default  in  the 
performance  of  any  of  its  obligations  hereunder. 

The  Depositaries  may  deposit  any  Collateral  Notes,  stocks, 
bonds  or  other  securities,  by  them  held  hereunder,  in  their  own 
vaults  or  in  such  safe  deposit  vaults  or  such  place  or  places 
of  safety  or  with  such  custodian,  as  they  may  deem  proper,  and 
they  shall  not  be  responsible  for  the  safety  of  any  such  deposit 
or  for  the  acts  of  any  such  custodian. 

The  Depositaries  shall  have  full  power  and  authority  to 
consent  to  any  renewals  or  extensions  of  any  bonds  or  other 
securities  at  any  time  held  in  the  trust  estate ;  to  institute, 
or  to  unite  in,  any  foreclosure  or  other  appropriate  proceed- 
ings to  enforce  or  collect  any  such  bonds  or  other  securities ; 
to  transfer  into  their  own  names,  or  into  the  names  of  any 
nominees  by  them  selected,  any  shares  of  stock  at  any  time 
held  in  the  trust  estate;  to  join  in  any  plan  or  plans  of 
reorganization  in  respect  of  any  bonds,  stocks,  or  other 
securities  held  in  the  trust  estate,  and  out  of  the  trust 
estate  to  pay  any  assessment  on  such  bonds,  stocks  or 
other   securities   under    any   reorganization   plan ;  to   buy   in 


12 

for  the  benefit  of  the  trust  hereunder  any  bonds,  stocks  or 
other  securities  held  in  the  trust  estate  sold  at  public  sale 
under  the  provisions  hereof,  if,  in  the  judgment  of  the  Depos- 
itaries, the  price  offered  therefor  by  others  shall  not  be  adequate, 
and  to  resell  any  bonds,  stocks  or  other  securities  so  bought  in  ; 
and  generally,  at  the  expense  of  the  trust  estate,  and  as  the 
absolute  owners  thereof,  to  do  any  act  or  thing  in  respect 
of  the  Collateral  Notes,  bonds,  stocks  and  other  securities  or 
property  at  any  time  embraced  in  the  trust  estate,  which  they 
may  deem  proper  for  the  protection  or  benefit  of  the  trust 
estate ;  it  being  hereby  expressly  declared  that  it  is  the  intention 
hereof  to  give  to  the  Depositaries  the  broadest  discretionary 
powers  for  the  management  of  the  trust  estate  and  for  carrying 
out  the  general  purposes  of  this  agreement,  and  that  the  De- 
positaries shall  be  authorized  in  their  discretion  to  reconcile 
any  inconsistencies  in  this  agreement  and  to  supply  any 
omissions,  as  they  may  deem  best.  The  Depositaries  may 
employ,  and  act  by,  agents,  trustees  and  attorneys,  as  they 
may  deem  proper  and  may  fix  their  compensation.  They 
may  borrow  from  others,  or  may  themselves  advance,  at 
interest,  such  sums  of  money  as  they  may  require  for 
the  purpose  of  paying  any  sums  in  cash  needed  upon 
the  purchase  of  any  of  the  bonds,  stocks  or  other  securi- 
ties sold  at  any  public  sale  under  the  said  Collateral  Trust  In- 
denture, and  any  sums  which  the  Depositaries  may  deem 
advisable  to  obtain  for  the  protection  of  the  trust  estate, 
or  for  the  purpose  of  carrying  out  any  plan  of  reorganization 
of  any  company  of  which  bonds  or  stock  shall  be  held 
by  the  Depositaries,  or  for  any  other  purpose  of  this  Agree- 
ment ;  and  they  may  charge  or  pledge  the  deposited  Collateral 
Notes  and  any  bonds,  stocks  or  securities  at  any  time  embraced 
in  the  trust  estate  for  the  repayment  of  any  sums  borrowed 
and  shall  have  a  lien  thereon  for  advances  made  by  themselves 
with  interest.     The  Depositaries  in  their  discretion  may  exer- 


13 

cise  or  may  refrain  from   exercising   any   or  all  of  the  powers 
under  this  Agreement. 

The  Depositaries  may  incur  any  and  all  expenses  which,  in 
their  discretion,  they  may  deem  proper  for  the  administration 
and  protection  of  the  trust  estate,  or  for  carrying  out  or  attempt- 
ing to  carry  out,  this  Agreement  or  any  of  the  provisions 
thereof,  including  all  expenses  in  connection  with  the  prepar- 
tion  of  this  Agreement  and  said  Syndicate  Agreement,  the 
issue  of  Certificates,  all  legal  expenses,  all  expenses  for  adver- 
tising, printing  and  for  procuring  the  deposit  of  Collateral 
Notes  hereunder,  and  all  other  expenses  in  any  manner  con- 
nected with  this  Agreement,  or  which  the  Depositaries,  may 
deem  expedient  to  incur  in  undertaking  to  promote  any  of  the 
purposes  thereof.  The  Depositaries  shall  be  the  sole  judges 
of  the  propriety  and  the  expediency  of  any  and  all  such  ex- 
penses, and  of  the  amount  thereof,  and  all  such  expenses  shall 
be  a  first  charge  upon  the  trust  estate,  and  shall  be  payable 
out  of  the  proceeds  thereof.  Upon  any  sale  of  bonds,  stocks  or 
other  securities  under  this  Agreement,  the  Depositaries  shall 
be  entitled  to  charge  and  to  receive  to  their  own  use,  and  to 
deduct  from  the  proceeds  of  sales  made  by  them,  the  usual  com- 
missions on  any  such  sales,  and  such  commissions  together  with 
all  proper  expenses  incurred  in  making  such  sales  shall  be 
deemed  part  of  the  expenses  of  the  administration  of  the  trust 
estate. 

It  is  hereby  declared  that  no  specification  of  particular 
powers  shall  be  construed  so  as  to  limit  any  of  the  general 
powers  by  this  Agreement  conferred  upon  the  Depositaries. 

Unless  (aj  the  Reorganization  Committee  shall  have  de- 
termined to  proceed  no  farther  under  said  Plan  and  Agree- 
ment of  Reorganization  or  some  modification  thereof,  or  unless 
(bj  the  Reorganization  Committee  shall  have  made  default  in 
the  performance  of  any  of  its  agreements  herein  contained, 
the  Depositaries  shall  give  to  the  Reorganization  Committee, 
or    to    its   nominees,   or    to   the    new    company   which    pur- 


14 

suant  to  Article  X.  hereof  may  liave  been  substituted  for  the 
Keorganization  Committee  hereunder,  proxies  to  vote  upon 
any  shares  of  stock  then  held  by  the  Depositaries  here- 
under for  the  election  of  any  directors  and  for  any  other 
purpose  except  as  such  election  or  purpose  shall  be 
objected  to  by  the  Depositaries  as  prejudicial  to  the 
interests  of  the  holders  of  the  Certificates  issued  hereunder ;. 
provided,  however,  that  the  Depositaries  shall  not  be  required 
to  give  any  such  proxy  after  Februar}^  1,  1902.  In  any  case 
of  a  disagreement  the  Depositaries  shall  be  authorized  to  vote 
as  they  deem  best,  either  in  person  or  by  proxy.  In  case  the 
Reorganization  Committee  or  such  new  company  shall  have 
determined  to  proceed  no  further  under  said  Plan  and  Agree- 
ment, or  in  case  it  shall  have  made  default  as  aforesaid,  and  in 
any  event  after  February  1,  1902,  the  Depositaries  shall  be 
fully  authorized,  in  their  discretion,  to  vote  upon  all  shares  for 
the  time  being  held  by  them  hereunder  and  to  give  proxies  to 
others  to  vote  thereupon. 

Neither  the  execution  of  this  agreement  nor  anything 
herein  contained  shall  in  any  manner  affect,  limit  or  im- 
pair any  rights,  powers  or  duties  of  said  firm  of  J.  P.  Morgan 
&  Co.  as  Trustees  under  said  Collateral  Trust  Indenture. 

YI.  All  sums  in  cash  received  by  the  Depositaries  for 
principal  or  interest  on  the  deposited  Collateral  Notes,  or  upon 
any  bonds,  stocks  or  other  securities  purchased  by  the 
Depositaries,  and  all  sums  realized  by  the  Depositaries  by  the 
sale  or  other  disposition  of  any  such  bonds,  stocks  or  other 
securities,  or  in  any  manner  resulting  from  the  trust  estate 
under  this  Agreement,  shall  be  deposited  with  J.  P. 
Morgan  <fe  Co.  as  bankers  and  may  be  applied  by  the 
Depositaries  to  the  payment  of  any  and  all  expenses  whatso- 
ever incurred  by  the  Depositaries,  including  the  repayment  of 
any  moneys  advanced  by  the  Depositaries  or  borrowed  by 
them   from   others,   and   a   reasonable   allowance   to   the  De- 


15 

positaries  to  cover  expenses  for  clerk  hire,  rental  of  vaults, 
counsel  fees  and  other  incidental  expenses  ;  and  after  the  pay- 
ment, or  proper  provision  for  the  payment,  of  all  such  ex- 
penses, or  such  part  thereof  as  the  Depositaries  may  think 
best  then  to  pay  or  to  provide  for,  any  balance  of  such 
moneys  remaining  in  the  hands  of  the  Depositaries,  shall  be 
applied  by  the  Depositaries  as  follows  : 

First.  Semi-annually  on  the  first  days  of  February 
and  August  in  each  year,  upon  surrender  and  cancella- 
tion of  the  respective  warrants  therefor,  such  balance  of 
moneys  shall  be  applied  to  the  payment  to  the  holders 
of  such  warrants  of  installments  equivalent  to  interest 
at  the  rate  of  six  per  cent,  per  annum  from  February 
1st,  1897,  upon  the  principal  sum  of  $1,000  in  respect 
of  each  Certificate  then  outstanding,  or  the  portion  of 
such  principal  then  remaining  unpaid. 

Whenever  the  Depositaries  shall  intend  to  pay  any 
such  installment,  they  shall  publish  notice,  as  hereinafter 
provided,  of  the  date  upon  which  they  intend  to  make 
such  payment.  In  case  the  Depositaries  shall  not  be 
ready  to  pay  any  such  semi-annual  installment  as  above 
provided  on  any  first  day  of  February  or  August, 
then  such  installment  shall  thereafter  be  payable  out 
of  any  such  balance  of  moneys  on  a  date  to  be  adver- 
tised by  the  Depositaries  as  hereinafter  provided,  before 
payment  of  any  subsequent  installment,  and  in  every  such 
case  of  deferred  payment,  interest  thereon  shall  be  paid 
at  the  rate  of  six  per  cent,  per  annum  from  such  first 
day  of  February  or  August,  as  the  case  may  be,  to  the 
date  for  such  payment  as  so  advertised  by  the  Deposit- 
aries. 

The  Depositaries  may  make  part  payment  of  any 
such  semi-annual  installment  on  or  after  the  first  day  of 
February  or  August   when  payable,  upon   presentation 


16 

and  suitable  stamping  or  endorsement  of  the  respective 
warrants  therefor,  which  shall  then  be  returned  to  the 
holders,  and  the  remainder  of  such  installment  shall 
thereupon  be  payable  out  of  any  such  balance  of 
moneys,  with  interest  at  the  rate  of  six  per  cent,  per 
annum  upon  surrender  and  cancellation  of  such  war- 
rants before  payment  of  any  subsequent  installment. 

Second.  Any  surplus  of  such  moneys  remaining  in 
the  hands  of  the  Depositaries  after  paying  all  such  semi- 
annual installments  for  interest  theretofore  payable  here- 
under, or  setting  apart  sums  sufficient  to  pay  the  same, 
and  after  reserving  such  sums  as  in  their  discretion  the 
Depositaries  may  deem  advisable  for  future  expenses 
and  also  such  sum  as  they  may  deem  advisable,  not 
exceeding  six  per  cent,  on  the  outstanding  Certificates,^ 
shall  be  applied  by  the  Depositaries  according  to  any 
of  the  following  methods  which,  from  time  to  time,  in 
their  discretion,  they  may  adopt,  viz.  : 

(a)  To  an  amount  substantially  equal  to,  but  not  ex- 
ceeding, such  surplus,  and  in  such  manner  as  they  shall 
deem  best,  they  may  by  lot  designate  outstanding  Certifi- 
cates in  respect  of  which  there  can  be  paid,  from  such 
surplus,  sums  which,  in  addition  to  any  principal  sums 
previously  paid  thereon,  shall  amount  to  the  full  prin- 
cipal sum  of  11,000  for  each  Certificate  so  designated, 
together  with  interest,  as  specified  in  Subdivision  First 
of  this  Article,  from  the  date  advertised  for  the  payment 
of  the  last  previous  installment. 

Thereupon,  in  the  manner  hereinafter  provided,  the 
Depositaries,  shall  advertise  a  notice  specifying  the 
numbers  of  the  Certificates  so  designated,  and  stating 
that  on  a  day  specified  in  such  notice,  not  more  than 
six  weeks  after  the  first  publication  thereof,  they  will 
pay  to   the   holders  of  the  Certificates   so    designated,. 


17 

severally  and  respectively  the  amounts  aforesaid,  and 
from  the  date  of  payment  specified  in  such  notice  na 
interest  shall  accrue  or  be  payable  to  the  holders  of  any 
Certificates  so  designated.  On  or  after  the  day  specified 
in  such  notice,  upon  presentation  of  the  Certificates  so 
designated  for  suitable  stamping  or  endorsement,  and 
upon  surrender  and  cancellation  of  the  warrants  for  all 
interest  installments  thereon  which  shall  not  previously 
have  become  payable,  the  Depositaries  shall  pay  the  full 
principal  sum  of  $1,000,  or  any  unpaid  balance  thereof, 
upon  every  such  Certificate  so  called  for  payment, 
together  with  interest  as  provided  in  Subdivision  First 
of  this  Article  from  the  date  of  the  last  previous  install- 
ment, to  the  date  of  payment  specified  in  such  notice ; 
and  no  further  payments  for  principal  or  interest  shall 
be  or  become  due  upon  the  Certificates  so  designated 
and  all  warrants  issued  therewith  for  interest  install- 
ments payable  after  that  date  shall  become  void.  But 
upon  surrender  of  any  such  Certificate  in  respect  of 
which  full  payment  shall  have  been  made  as  aforesaid, 
the  holder  thereof  surrendering  the  same  shall  be 
entitled,  as  hereinafter  provided,  to  receive  $150,  in  the 
Preferred  Stock  of  such  new  company,  at  par  when 
such  Preferred  Stock  shall  be  received  by  the  Deposi- 
taries for  that  purpose,  or  to  share  in  any  distribution 
among  the  Certificate  Holders,  pursuant  to  Article  X. 
hereof,  after  payment  in  full  of  any  unpaid  balance  of 
the  principal  sum  of  $1,000,  and  of  interest  accrued  and 
unpaid  from  February  1,  1897,  in  respect  of  each  and 
every  Certificate  which  shall  have  been  issued  hereunder 
and  the  warrants  for  interest  thereon. 

(bj  Or,  such  surplus  moneys  in  their  hands,  or 
any  part  thereof,  may  be  applied  by  the  Depositaries 
to  the  purchase  of  Certificates  issued  hereunder,  either 
at  the  New  York  Stock  Exchange  or  at  public  or  private 


18 

sale.  Any  Certificates  so  purchased  by  the  Depositaries 
with  the  warrants  thereto  attached  shall  be  canceled  by 
them,  and  no  further  rights  shall  accrue  in  respect 
thereof. 

(c)  Or,  such  surplus  moneys  in  their  hands,  or 
any  part  thereof  may  be  applied  by  the  Depositaries  to- 
wards the  equal  proportionate  payment  of  any  part  of 
the  unpaid  principal  of  all  the  Certificates  issued  hereun- 
der, with  accrued  interest  at  the  rate  of  six  per  cent,  per 
annum  as  aforesaid,  until  the  principal  sum  of  $1,000 
with  interest  shall  have  been  paid  upon  each  Certificate. 
In  case  of  any  such  partial  payment,  notice  thereof  shall  be 
advertised  as  hereinafter  provided,  and  payment  shall  be 
made  to  the  holders  of  the  Certificates  upon  presentation 
thereof  and  suitable  stamping  or  endorsement  thereon  ; 
and  after  the  date  of  payment  so  advertised  semi-annual 
installments  for  interest  at  the  rate  of  six  per  cent,  per 
annum,  as  specified  in  subdivision  First  of  this  Article, 
shall  be  payable  to  the  holders  of  the  respective  war- 
rants therefor,  only  upon  the  balance  of  principal 
up  to  $1,000  remaining  uupaid  on  every  such  Certificate, 
after  deducting  the  amount  of  such  partial  payment 
made  on  account  of  principal. 

In  case  on  the  first  day  of  February,  1902,  the  full 
principal  sum  of  $1,000  with  interest  as  above  provided  shall 
not  have  been  paid  upon  all  the  Certificates  then  outstanding 
the  Depositaries  shall  apply  any  such  balance  of  moneys  in 
their  hands  from  time  to  time,  whenever  they  shall  deem  ad- 
visable, jiTst,  upon  presentation  and  surrender  of  the  respective 
warrants  therefor,  to  the  payment  of  any  unpaid  installments  for 
interest  up  to  February  1st,  1902,  with  interest  on  deferred  pay- 
ments, as  above  provided,  secondly^  upon  presentation  of 
the  respective  Certificates  for  suitable  stamping  or  endorse- 
ment, to  the  payment  of  accrued  and  unpaid  interest  thereon 


19 

at  the  rate  of  six  per  cent,  per  annum  from  February  1,  1902^ 
and  thirdly  to  the  payment  of  any  unpaid  balance  of  the  prin- 
cipal sum  of  $1,000  upon  each  Certificate ;  such  moneys,  in 
each  case,  being  applied  to  the  ratable  payment  of  the  re- 
spective parties  entitled  thereto. 

VII.  In  case  on  the  first  day  of  February,  1902,  the 
Depositaries  shall  not  have  paid  in  cash,  or  set  apart  for 
the  payment  in  cash,  to  the  holders  of  the  out- 
standing Certificates  the  full  principal  sum  of  $1,000 
upon  every  such  Certificate  and  to  the  holders  of  the 
respective  warrants  therefor  the  respective  installments 
for  interest  as  above  specified,  and  also  all  other  sums 
payable  hereunder  out  of  the  trust  estate,  then,  in  their 
discretion,  the  Depositaries  may,  and,  if  thereunto  requested 
in  writing  by  the  holders  of  not  less  than  one-fifth  in 
amount  of  all  the  Certificates  then  outstanding,  the  De- 
positaries shall,  sell  at  public  auction  all  the  bonds, 
stocks  and  other  securities  then  held  by  the  Depositaries. 
Such  sale  shall  be  made  at  such  place  or  places  in  the  City  of 
New  York  or  elsewhere  and  at  such  time  or  times  as  the 
Depositaries  shall  determine,  and  notice  of  any  such  sale  shall 
be  sufficiently  given  if  a  notice  stating  the  time  and  place  when 
and  where  the  same  is  to  be  made,  shall  have  been  published 
not  less  than  twice  in  each  week  for  two  successive 
weeks  prior  to  the  time  of  sale  in  two  newspapers  pub- 
lished in  the  City  of  New  York ;  but  the  Depositaries 
may  give  such  additional  notice  as  they  may  deem 
reasonable.  The  Depositaries  by*  announcement  at  the  time 
and  place  appointed  for  such  sale  or  for  any  adjourned  sale 
or  sales,  may  adjourn  any  such  sale  and  may  make  any  such 
sale  at  the  time  and  place  to  which  such  sale  shall  be  so 
adjourned  upon  giving  such  notice  of  the  adjourned  sale  as 
they  may  deem  reasonable.  At  any  such  sale  the  Depositaries 
may,  sell  the  bonds,  stocks  and  other  securities  then  held  by 
them  hereunder  in  one  parcel   as   an    entirety,  or  in   separate 


20 

parcels,  or  alternately,  as  the  Depositaries  may  deem  best. 
Any  sale  made  under  or  by  virtue  of  this  instrument  shall 
operate  to  divest  all  right,  title,  interest,  claim  and  demand 
whatsoever,  either  at  law  or  in  equity,  of  the  Depositaries  and 
of  all  parties  hereto  in  and  to  the  property  sold,  and  the 
receipt  of  the  Depositaries  shall  be  a  sufficient  discharge  to  the 
purchaser  or  purchasers  of  the  property  sold,  and  no  such 
purchaser  or  his  representatives  or  assigns  after  paying  the 
purchase  money  and  receiving  such  receipt  shall  be  bound 
to  see  to  the  application  of  the  purchase  money  or  in  auy 
manner  whatsoever  be  answerable  for  any  loss  or  misapplica- 
tion thereof. 

At  any  such  sale  any  holder  or  holders  of  Certificates  or 
warrants  issued  hereunder  may  bid  for  and  purchase  any  of  the 
property  sold  and  upon  compliance  with  the  terms  of  sale  may 
hold,  retain  and  dispose  of  the  property  purchased  for  his  or 
their  own  use. 

The  net  proceeds  of  any  such  sale  remaining  after  deduct- 
ing and  paying  or  providing  therefrom  the  expenses  of  sale  and 
all  charges  upon  the  trust  estate  and  all  other  expenses 
hereunder  shall  be  applied,  first,  upon  presentation  and  sur- 
render of  the  respective  warrants  therefor  to  the  payment  of 
any  unpaid  installments  for  interest  to  February  1st,  1902,  with 
interest  on  deferred  payments,  as  above  provided,  secondly, 
upon  presentation  of  the  respective  Certificates  for  suitable 
stamping  or  endorsement  to  the  ratable  payment  to  the  holders 
of  such  Certificates  of  accrued  and  unpaid  interest  thereon 
from  February  1st,  1902,  and,  thirdly,  to  the  payment  of  any 
unpaid  balance  of  the  principal  sum  of  $1,000  on  each  Cer- 
tificate. 

Nevertheless,  notwithstanding  any  such  request  until  all 
such  stocks,  bonds  and  other  securities  shall  have  been  sold  at 
public  auction  pursuant  to  the  foregoing  provisions  of  this 
Article,  the  Depositaries  may  proceed  to  administer  the  trust 
estate,  and  to  make  sales  thereof  at  public  or  private  sale  as  in 
their  discretion  they  may  deem  best. 


21 

yill.  Whenever,  pursuant  to  said  Plan  of  Reorganization, 
or  to  some  modification  thereof,  the  Preferred  Stock  of  the  new 
company  shall  have  been  issued,  the  Reorganization  Committee 
will  deliver  to  the  Depositaries  or  upon  their  order  $1,273,200 
j)ar  value  of  such  Preferred  Stock  (which  shall  be  fully  paid 
up),  being  an  amount  equal  at  par  to  fifteen  per  cent,  of  the 
principal  sum  of  the  Collateral  Notes  now  outstanding.  Upon 
receipt  of  the  certificates  for  such  Preferred  Stock,  the  Deposi- 
taries shall  deliver  to  the  holders  of  the  Certificates  issued  here- 
under and  then  outstanding,  severally  and  respectively,  $150 
par  value  of  such  Preferred  Stock  for  each  Certificate  (being 
fifteen  per  cent,  of  the  principal  thereof),  upon  surrender  and 
cancellation  (at  the  time  of  such  receipt)  of  such  Certificates, 
in  case  the  principal  sum  of  $1,000  with  interest  from  February 
1st,  1897,  to  the  date  of  such  payment  shall  have  been  paid 
thereon  in  cash  as  hereinbefore  provided,  or  upon  presentation 
of  such  Certificates  and  affixing  thereon  an  endorsement 
or  stamp  showing  that  such  delivery  has  been  made,  in  case 
such  sums  shall  not  have  been  fully  paid  in  cash. 

Any  portion  of  such  Preferred  Stock  which,  if  such  Certifi- 
cates had  not  been  canceled,  would  have  been  deliverable  to 
holders  of  Certificates  purchased  by  the  Depositaries  and  can- 
celed pursuant  to  clause  (bj  of  Subdivision  Second  of  Arti- 
cle VI.  hereof,  shall  for  all  purposes  of  this  Agreement  be 
deemed  to  be  part  of  the  trust  estate  and  shall  be  subject  to  the 
several  provisions  applicable  to  bonds,  stocks  and  other  securi- 
ties held  by  the  Depositaries  hereunder. 

IX.  At  any  time  after  delivery  of  such  Preferred  Stock  as 
aforesaid,  the  Reorganization  Committee  shall  have  the  option 
to  purchase  all  Collateral  Notes,  bonds,  stocks  and  other 
securities  and  cash  at  the  time  constituting  the  trust  estate 
and  then  held  by  the  Depositaries  under  this  Agreement  by 
paying  to  the  Depositaries  a  sum  in  cash  sufficient  to  pay  all 
charges    thereon    and    all    expenses     under    this    Agreement 


22 

until  the  same  shall  have  been  fully  carried  out  and  the  De- 
positaries shall  have  been  discharged  from  the  trust,  and,  also,, 
sufficient  to  enable  the  Depositaries  at  the  expiration  of 
six  weeks  after  such  payment  to  pay  to  the  holders  of 
the  outstanding  Certificates  and  warrants,  severally  and  re- 
spectively, the  full  principal  sum  of  $1,000  upon  each  of  such 
Certificates,  together  with  sums  equal  to  interest  accrued  and 
unpaid  thereon  to  the  date  of  payment,  as  specified  in  Article 
VI.  hereof,  or  any  balance  of  such  principal  and  interest  then 
remaining  unpaid.  Thereupon,  the  Depositaries  shall  publish, 
in  the  manner  hereinafter  provided,  a  notice  that  on  a  specified 
day  not  more  than  six  weeks  thereafter  they  will  be  ready  to  pay 
such  sums  and  they  shall  make  such  payment  upon  presenta- 
tion and  surrender  for  cancellation  of  the.  respective  Certificates 
and  the  warrants  for  interest  installments  not  theretofore  paid. 
Whenever  by  sale  or  otherwise  the  Depositaries  shall  have 
realized  from  the  bonds,  stocks  or  other  securities  comprised 
in  the  trust  estate  sums  in  cash  sufficient  to  pay  all  charges 
and  all  expenses  hereunder  and  to  pay  to  the  holders  of 
the  outstanding  Certificates  and  warrants,  severally  and 
respectively,  any  unpaid  balance  of  the  full  principal  sum  of 
$1,000  upon  each  of  such  Certificates,  together  with  sums 
equal  to  the  interest  accrued  and  unpaid  thereon  as  specified 
in  Article  YI.  hereof,to  a  day  which  shall  be  fixed  for  such 
payment  and  advertised  as  in  said  Article  provided,  then  in 
case  such  fifteen  per  cent,  of  Preferred  Stock  shall  have  been 
received  by  them,  as  above  provided,  the  Depositaries  shall 
deliver  to  the  Eeorganization  Committee,  or  upon  its  order,, 
any  surplus  of  bonds,  stocks,  securities  and  cash  remaining  in 
their  hands  after  providing  in  full  for  such  payment  and 
making  suitable  reservation  for  future  expenses  and  contin- 
gencies, or  in  their  discretion  and  if  in  their  judgment  the 
consummation  of  such  plan  of  reorganization  is  reasonably 
assured  they  may  make  such  delivery  to  the  Reorganization 
Committee  prior  to  their  actual  receipt  of  such  fifteen  per- 
cent, of  Preferred  Stock. 


23 

The  foregoing  provisions  of  this  Article  are  subject  in  all 
respects  to  the  provisions  of  Article  X.  hereof. 

At  any  time,  in  their  discretion,  on  such  terms  as  they 
may  deem  reasonable  the  Depositaries  may  sell  to  the 
^Reorganization  Committee  any  stocks,  bonds  or  other  securities, 
comprised  in  the  trust  estate. 

Neither  the  Depositaries  nor  the  Eeorganization  Com- 
mittee assume  any  personal  responsibility  for  the  payment 
of  any  sum  to  the  holders  of  the  Certificates  or  warrants 
issued  hereunder ;  and  no  sums  shall  be  payable  to 
the  holders  of  such  Certificates  except  to  the  ex- 
tent and  in  the  manner  herein  provided  when  and  as 
declared  by  the  Depositaries  out  of  the  net  proceeds  of  the 
trust  estate. 

X.  If,  upon  the  formation  of  a  new  company  pursuant 
to  said  Plan  of  Reorganization  or  any  modification  thereof,  such 
new  company,  with  the  written  consent  of  the  Reorgani- 
zation Committee,  by  a  written  instrument  delivered  to  the 
Depositaries,  shall  adopt  this  Agreement  and  shall  assume  all 
the  obligations  of  the  Reorganization  Committee  hereunder,  then 
the  Reorganization  Committee  shall  be  fully  discharged  from 
this  Agreement  and  such  new  company  shall  be  substituted 
in  place  of  the  Reorganization  Committee  hereunder  and  shall 
become  entitled  to  all  rights  of  the  Reorganization  Committee 
and  be  bound  by  all  the  provisions  of  this  Agreement  appli- 
cable to  the  Reorganization  Committee. 

In  case  the  Reorganization  Committee  shall  determine  to 
proceed  no  further  under  said  Plan  and  Agreement  of  Reor- 
ganization, or  any  modification  thereof,  and  shall  abandon  the 
same,  then  all  rights  and  all  obligations  of  the  Reorganization 
Committee  under  this  Agreement  shall  wholly  cease  and  termi- 
nate. 

In  case  the  Reorganization  Committee,  or  such  new  com- 
pany, shall  refuse  to  deliver  the  Preferred  Stock   of   such  new 


24 

company  in  compliance  with  the  provisions  of  Article  YIII. 
hereof,  within  thirty  days  after  demand  of  the  Depositaries,, 
after  Preferred  Stock  shall  have  been  issued  by  such  new  com- 
pany, the  Depositaries  shall  have  power,  in  their  discretion, 
by  notice  in  writing  to  the  Eeorganization  Committee,  or  to 
such  new  Company  (which  notice  may  be  served  by  delivery  to 
The  Mercantile  Trust  Company),  to  terminate  this  agreement 
as  to  the  Reorganization  Committee  and  such  new  Company, 
and  after  delivery  of  such  notice  all  rights  and  obligations  of 
the  Eeorganization  Committee  and  of  such  new  Company  under 
this  Agreement  shall  cease. 

In  case  the  Reorganization  Committee  shall  so  abandon  the 
reorganization,  or  in  case  such  Committee  or  such  new  com- 
pany shall  be  unable  or  shall  refuse  to  deliver  the  Preferred 
Stock  of  such  new  company  in  compliance  with  the  provisions 
of  Article  YIII.  hereof  within  thirty  days  after  demand  of  the 
Depositaries  after  Preferred  Stock  shall  have  been  issued 
by  such  new  company,  then  the  Depositaries,  after  paying 
from  the  proceeds  of  the  trust  estate,  all  charges  and 
expenses  hereunder,  shall  apply  the  cash  proceeds  of  the 
trust  estate  in  payment  to  the  holders  of  the  respective 
Certificates  and  warrants  then  outstanding,  firsts  of  any 
unpaid  interest  from  February  1st,  1897,  as  aforesaid,  and, 
secondly^  of  the  principal  sum  of  $1,000,  or  any  unpaid  balance 
thereof,  in  respect  of  each  Certificate  ;  and,  thirdly,  after  pay- 
ment in  full  of  such  interest  and  such  principal  in  respect  of 
the  warrants  and  Certificates  as  aforesaid,  and  after  paying  or 
reserving  a  sum  suflScient  to  pay  all  charges  and  expenses  here- 
under or  likely  to  accrue,  they  shall  apply  any  surplus  as 
follows,  viz. :  (1)  Three-fifths  of  such  surplus  shall  be  dis- 
tributed ratably  among  the  holders  of  the  Certificates  then 
outstanding,  and  such  distribution  shall  be  made  notwith- 
standing the  fact  that  accrued  interest,  as  hereinbefore 
specified,  and  the  sum  of  $1,000  for  principal  previously  shall 
have  been  paid  upon  such   Certificates  ;    (2)  one -fifth   of  such 


25 

•surplus  shall  be  paid  to  the  Syndicate  Subscribers  as  provided 
in  such  Syndicate  agreement,  and  (3)  the  remaining  one-fifth  of 
such  surplus  shall  be  paid  to  the  Depositaries  as  compensation 
for  their  services  under  this  Agreement :  Provided,  nevertheless, 
and  it  is  expressly  agreed  that,  in  case  the  Reorganization  Com- 
mittee shall  determine  to  proceed  no  further  under  such  Plan 
of  Reorganization  or  any  modification  thereof,  the  Depositaries 
-at  any  time  may  sell,  or  may  enter  into  and  carry  out  an  agree- 
ment to  sell,  to  any  other  Committee  which  shall  undertake  any 
reorganization  of  the  Union  Pacific  Railway  Company,  or  to 
any  other  company  which  shall  acquire  the  Union  Pacific  Rail- 
way, or  the  part  thereof  between  Omaha  and  Ogden,  all  or 
any  of  the  balance  of  bonds,  stocks  and  other  securities 
remaining  in  the  hands  of  the  Depositaries  after  prior 
payment  to  the  holders  of  the  warrants  and  Certificates 
issued  hereunder  of  sums  equal  to  accrued  and  unpaid 
interest,  and  the  full  principal  sura  of  $1,000,  in  respect 
of  each  such  certificate,  as  specified  in  Article  VI. 
hereof ;  and  any  such  sale  may  be  made  in  consideration  of 
stock,  bonds  or  other  securities  of  such  other  company,  or  for 
•cash,  or  partly  for  stock,  bonds  or  other  securities,  and  partly 
for  cash,  upon  such  terms  as  the  Depositaries  in  their  discre- 
tion shall  deem  reasonable.  In  case  of  any  such  sale,  three- 
:fifths  of  the  consideration  received  for  the  Collateral  Notes, 
bonds,  stocks  and  other  securities  sold  (after  payment  of  such 
unpaid  interest  and  such  unpaid  principal  in  respect  of  the 
Certificates,  and  after  paying  or  reserving  a  sum  suflBcient  to 
pay  or  provide  for  all  charges  and  expenses  hereunder)  shall 
be  distributed  ratably  among  the  holders  of  the  Certificates 
then  outstanding;  one-fifth  shall  be  delivered  and  paid  to 
the  Syndicate  Subscribers,  as  provided  in  said  Syndicate 
agreement,  and  the  remaining  one-fifth  shall  be  delivered  and 
paid  to  the  Depositaries  as  compensation  for  their  services 
under  this  Agreement. 

In  every  such  case  of  payment  to  the    holders   of  \Narrants 


26 

or  Certificates,  such  payment  shall  be  made  upon  the  presenta- 
tion of  the  respective  warrants  or  Certificates,  as  the  case  may 
be,  and  upon  suitable  stamping  or  indorsement  thereof  if 
partly  paid,  or  upon  surrender  and  cancellation  thereof  when 
all  sums  payable  in  respect  thereof  shall  be  fully  paid. 

XI.  Messrs.  J.  P.  Morgan  &  Co.,  as  Depositaries,  shall  act 
as  a  copartnership,  and,  in  case  of  any  change  in  said  firm,  the 
firm  of  J.  P.  Morgan  &  Co.,  as  from  time  to  time  constituted, 
shall  continue  as  Depositaries,  with  all  the  title,  rights  and 
powers  vested  in  the  Depositaries  hereunder.  Neither  said  firm, 
nor  any  member  of  said  firm,  assumes  any  personal  responsi- 
bility for  the  performance  of  this  Agreement,  nor  for  the  result 
of  any  steps  taken  or  acts  done  for  the  purposes  thereof,  said 
firm,  however,  undertaking  in  good  faith  to  endeavor  to  execute 
the  same.  Should  the  Depositaries  at  any  time  deem  it 
advisable  to  proceed  no  further  under  this  Agreement 
for  any  cause  which  in  their  judgment  shall  render  it  im- 
practicable to  carry  out  this  Agreement  according  to  its  spirit, 
then  the  Depositaries  may  abandon  further  action  under  this 
Agreement  and,  in  such  manner  as  they  may  deem  expedient, 
may  distribute  the  trust  estate  ratably  among  the  holders  of 
the  outstanding  Certificates  of  Interest.  Neither  said  firm,  nor 
any  member  of  said  firm,  shall  be  personally  liable  for  any 
act  or  omission  of  any  agent  or  trustee,  custodian,  depos- 
itary, Dv  employee  selected  in  good  faith,  nor  for  any  error 
of  judgment  or  mistake  of  law,  nor  in  any  case  except  for  its 
or  their  own  individual  willful  malfeasance  or  neglect,  and  nei- 
ther said  firm  nor  any  member  thereof  shall  be  liable  for  the 
act  or  omission  of  the  Reorganization  Committee.  Neither  the 
Reorganization  Committee  nor  any  member  thereof  shall  be 
liable  for  any  act  or  omission  of  the  Depositaries. 

From  time  to  time  as  they  may  see  fit,  at  the  expense  of 
the  trust  estate,  the  Depositaries  may  apply  to  any  court  of 
competent  jurisdiction  for  aid    or   instructions   in   any   matter 


27 

-connected  with  the  interpretation  of  this  instrument  or  the 
execution  of  the  trusts  thereunder  ;  and,  anything  herein  con- 
tained to  the  contrary  notwithstanding,  they  shall  be  under  no 
obligation  to  take  any  step  or  proceeding  which  would  involve 
expense  unless  first  indemnified  to  their  satisfaction  in  re- 
spect thereof. 

At  any  time  hereafter  said  firm  of  J.  P.  Morgan  &  Co.  may 
resign  and  may  appoint  the  Eeorganization  Committee,  or  any 
other  committee  approved  by  it,  or  any  Trust  Company,  to  act 
in  place  and  stead  of  said  firm  under  this  Agreement,  either  in 
respect  of  any  or  all  matters  provided  for  in  this  agreement  or  in 
respect  of  such  matters  as  may  be  designated  in  such  appoint- 
ment, and  any  substituted  Depositary,  so  appointed,  upon 
accepting  such  appointment,  shall  be  vested  with  all  the  rights, 
title,  powers  and  duties  of  the  Depositaries  hereunder,  as  fully 
as  if  named  herein  as  a  party  hereto,  except  so  far  as  limited 
by  such  instrument  of  appointment. 

Upon  such  resignation  and  upon  the  appointment  of  any  such 
new  Depositary  or  substitute  and  upon  delivery  to  such  new 
or  substituted  Depositary  of  all  the  Collateral  Notes,  bonds, 
stocks  and  other  securities  and  cash  then  comprised  in  the 
trust  estate  hereunder,  the  Depositaries  shall  be  discharged 
from  the  trusts  hereunder  and  shall  be  relieved  from  all  lia- 
bility or  responsibility  to  any  of  the  parties  hereto  or  to  the 
bolders  of  the  Certificates  issued  hereunder. 

XII.  It  is  expressly  agreed  that  said  firm  of  J.  P.  Morgan  &. 
Co.,  or  any  member  or  members  of  said  firm,  and^any  member  or 
members  of  the  Heorganization  Committee,  may  become  Syndi- 
cate Subscribers  under  said  Syndicate  Agreement,  and  for 
his  or  their  own  use  and  benefit,  and  free  and  discharged 
from  any  trust  under  this  agreement,  may  be  the  purchasers, 
or  may  join  any  Syndicate  for  the  purchase,  of  any  of 
the  bonds,  stocks  or  other  securities  held  under  this  agree- 
ment at  any  public   sale   thereof ;    and   in   like  manner  may 


28 

become  the  purchaser,  or  be  interested  in  the  purchase,  of  any 
such  securities  or  property  at  any  private  sale  made  pursuant 
to  the  provisions  hereof,  provided  that  the  Ee organization 
Committee  shall  have  assented  to  such  purchase  at  private  sale. 
The  Reorganization  Committee  agrees  to  deliver  to  the 
Depositaries  as  compensation  for  their  services  under  this 
agreement  $424,400  par  value  of  the  Preferred  Stock  (which 
shall  be  fully  paid  up)  of  such  new  company,  whenever  the 
Preferred  Stock  of  such  new  company  shall  be  issued  pursuant 
to  said  Plan  of  Reorganization  or  of  some  modification  thereof. 

XIII.  The  Reorganization  Committee  reserves  the  right  to 
make  any  modification  of  said  Plan  of  Reorganization,  includ- 
ing any  change  of  the  capitalization  of  the  new  company,  and 
no  such  modification  shall  affect  this  Agreement ;  and  the  Pre- 
ferred Stock  deliverable  under  this  agreement  shall  be  a  part  of 
the  Preferred  Stock  which  may  be  issued  pursuant  to  any  mod- 
ification of  such  Plan  of  Reorganization,  provided  that  if  more 
than  one  class  of  Preferred  Stock  be  issued  then  the  amount  or 
class  of  such  stock  deliverable  hereunder  shall  be  satisfactory 
to  the  Depositaries.  Neither  the  Reorganization  Committee 
nor  any  member  thereof  shall  be  personally  liable  under  this 
Agreement,  but  this  Agreement  hhall  bind  the  Committee  only 
in  its  representative  capacity. 

XIV.  Unless  otherwise  expressly  provided  any  and  all  notices 
under  this  Agreement  or  under  any  provision  thereof  shall  be 
sufficiently  given  if  advertised  twice  in  each  week  for  two  suc- 
cessive weeks  in  at  least  two  newspapers  published  in  the  City 
of  New  York.  Any  call  or  notice  whatsoever  when  so  adver- 
tised shall  be  taken  and  considered  as  personally  served  as  of 
the  respective  dates  of  the  insertion  thereof,  upon  all  the  holders 
of  Certificates  and  warrants  issued  hereunder,  and  no  other 
notice  or  call  shall  be  required. 

Whenever  the  Depositors  shall  have  advertised  twice  in  each 
week  for  two  successive  weeks  in  two  newspapers  in   the   City 


29 

of  New  York,  that  on  a  day  specified  thej  will  be  prepared 
to  make  any  payment  under  this  Agreement  to  the  holders  of 
Certificates  or  warrants,  then  after  such  day  so  specified  no 
interest  shall  accrue  to  the  holders  of  Certificates  or  warrants 
in  respect  of  the  sums  which  the  Depositaries  shall  have  so 
advertised  that  they  are  prepared  to  pay. 

§1X  tvrittXJCSS  Wlxtxtotf  The  Eeorganization  Committee 
has  caused  these  presents  to  be  signed  by  its  Chairman  and 
Secretary ;  the  Depositaries  have  hereunto  signed  their  firm 
name  :  and  the  Holders  of  Collateral  Trust  Notes  have  deposited 
such  Notes  hereunder. 

LOUIS  FITZGEKALD, 

T.  JEFFEKSON   COOLIDGE,  Jr., 

MARVIN  HUGHETT,  f  Reorganization 

JACOB  H.  SCHIFF,  /     Committee. 

CHAUNCEY  M.  DEPEW, 

OLIVER  AMES, 

By  Louis  Fitzgerald, 

Chairman. 
Alvin  W.  Krech, 

Secretary. 
J.  P.  MORGAN  &  CO., 

Depositaries. 


'C  91575 


M114724     '   , 


THE  UNIVERSITY  OF  CAUFORNIA  LIBRARY 


